Towards a Constitutional Theory of Corporate Governance
AbstractThe idea that there is a uniformly “optimal” governance structure for corporations features prominently in current debates and policy proposals. In this paper, we propose a different, constitutional theory of corporate governance: the criterion for a good corporate governance structure is whether it is freely chosen by the shareholders. We illustrate our approach by comparing the constitutional rights of shareholders under US corporate law and Swiss corporate law. Moreover, we discuss the mandatory provisions that shareholders would likely include in corporate law at a constitutional stage, behind the veil of ignorance.
Download InfoIf you experience problems downloading a file, check if you have the proper application to view it first. In case of further problems read the IDEAS help page. Note that these files are not on the IDEAS site. Please be patient as the files may be large.
Bibliographic InfoPaper provided by Institute for Empirical Research in Economics - University of Zurich in its series IEW - Working Papers with number 304.
Date of creation: Sep 2006
Date of revision:
Corporate; Governance; Constitutional; law;
Please report citation or reference errors to , or , if you are the registered author of the cited work, log in to your RePEc Author Service profile, click on "citations" and make appropriate adjustments.:
- Flabbi, Luca & Ichino, Andrea, 1998.
"Productivity, Seniority and Wages: New Evidence from Personnel Data,"
CEPR Discussion Papers
1966, C.E.P.R. Discussion Papers.
- Flabbi, Luca & Ichino, Andrea, 2001. "Productivity, seniority and wages: new evidence from personnel data," Labour Economics, Elsevier, vol. 8(3), pages 359-387, June.
- Ichino, A. & Flabbi, L., 1998. "Productivity, Seniority and Wages. New Evidence form Personnel Data," Economics Working Papers eco98/11, European University Institute.
- Matthias Benz & Alois Stutzer:, .
"Are Voters Better Informed When They Have a Larger Say in Politics? Evidence for the European Union and Switzerland,"
IEW - Working Papers
119, Institute for Empirical Research in Economics - University of Zurich.
- Matthias Benz & Alois Stutzer, 2004. "Are Voters Better Informed When They Have a Larger Say in Politics? -- Evidence for the European Union and Switzerland," Public Choice, Springer, vol. 119(1_2), pages 31-59, 04.
- Lucian Bebchuk & Alma Cohen & Allen Ferrell, 2009. "What Matters in Corporate Governance?," Review of Financial Studies, Society for Financial Studies, vol. 22(2), pages 783-827, February.
- Roberts, John & Van den Steen, Eric, 2000. "Shareholder Interests, Human Capital Investment and Corporate Governance," Research Papers 1631, Stanford University, Graduate School of Business.
- Paul A. Gompers & Joy L. Ishii & Andrew Metrick, 2001.
"Corporate Governance and Equity Prices,"
NBER Working Papers
8449, National Bureau of Economic Research, Inc.
- John G. Matsusaka, 2005. "Direct Democracy Works," Journal of Economic Perspectives, American Economic Association, vol. 19(2), pages 185-206, Spring.
- Beck, Thorsten & Demirguc-Kunt, Asli & Levine, Ross, 1999.
"A new database on financial development and structure,"
Policy Research Working Paper Series
2146, The World Bank.
- Beck, T.H.L. & Demirgüç-Kunt, A. & Levine, R., 2000. "A new database on financial development and structure," Open Access publications from Tilburg University urn:nbn:nl:ui:12-3125518, Tilburg University.
- Susan E.K. Christoffersen & Christopher C. Geczy & David K. Musto & Adam V. Reed, 2007. "Vote Trading and Information Aggregation," Journal of Finance, American Finance Association, vol. 62(6), pages 2897-2929, December.
- Mueller,Dennis C., 2003. "Public Choice III," Cambridge Books, Cambridge University Press, number 9780521894753, October.
- Anthony M. Marino & John G. Matsusaka, 2005. "Decision Processes, Agency Problems, and Information: An Economic Analysis of Capital Budgeting Procedures," Review of Financial Studies, Society for Financial Studies, vol. 18(1), pages 301-325.
- Daryl Koehn & Joe Ueng, 2005. "Evaluating the Evaluators: Should Investors Trust Corporate Governance Metrics Ratings?," Journal of Management and Governance, Springer, vol. 9(2), pages 111-128, 06.
- Dostie, Benoit, 2005.
"Job Turnover and the Returns to Seniority,"
Journal of Business & Economic Statistics,
American Statistical Association, vol. 23, pages 192-199, April.
- Benoit Dostie, 2004. "Job Turnover and the Returns to Seniority," Econometric Society 2004 North American Winter Meetings 127, Econometric Society.
For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: (Marita Kieser).
If references are entirely missing, you can add them using this form.